


Standard Operating Procedure

by kaasknot



Category: Star Wars: The Clone Wars (2008) - All Media Types
Genre: But feel free to imagine whatever you're comfortable with, Coming Untouched, Cunnilingus, Dubious Consent, F/M, Let's not be disingenuous here, Military Fraternization, Oral Sex, This is pretty fluffy by my standards, they're both underage, ymmv
Language: English
Status: Completed
Published: 2018-08-16
Updated: 2018-08-16
Packaged: 2019-06-27 23:08:40
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 6,139
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15695229
Author URL: https://archiveofourown.org/users/kaasknot/pseuds/kaasknot
Summary: "He would always follow her. If she wandered into the Void itself he’d find a way to watch her back."





	Standard Operating Procedure

**Author's Note:**

  * For [countessofbiscuit](https://archiveofourown.org/users/countessofbiscuit/gifts).



They were on the final, trailing edges of a surprise attack from a Separatist battle group, patching holes the Seppies had blown in the _Resolute_ ’s shields, bulkheads, and pilot ranks, and while Rex was just an infantryman, no use in a space battle unless it came down to boarding, he could manage post-battle chaos as well as anyone. EMS teams, mechanic teams, firefighting teams--everyone was running, the overhead General Quarters lights casting the hallways in a lurid red glow, and Rex was working with Jace, the CO of Torque Squadron, to set up casualty lists and organize repairs.

Commander Tano was a glowing presence on the edge of his awareness. Not in a Force way, he didn’t think, though you could never be too sure with Jedi; no, it was the kind of hyperawareness he was all too familiar with from battles that stretched on too long. Except, when he turned he didn’t see enemy snipers out of the corner of his eye--he saw the striped montrals of his superior officer as she bent over a concussed brother, offering a smile and a healing hand.

Rex didn’t know what to make of the tangle of feelings in his chest. When he watched her look after his brothers his throat constricted, heat flooded his chest, and his hands ached to touch her. It was absolutely raw feeling, so overwhelming he had to clench his hands into fists to keep a lid on it. Just three hours earlier she’d been on the flight deck, throwing out commands and grinning with the fierceness of a pending hunt, and Rex hadn’t known what to feel then, either, only that he’d wished he’d gotten rated as a fighter pilot so he could follow her.

He would always follow her. If she wandered into the Void itself he’d find a way to watch her back.

“How we doing, gentlemen?” she asked, stepping up to where Rex and Jace were talking with one of the firefighting sergeants about bulkhead venting drills, and how they needed to have more of them.

“Looks like we’re coming to the end of it, sir,” Jace answered, because Rex had forgotten how to speak. Stars and planets, she was beautiful. The Jedi said the Force was the most radiant thing in the galaxy, but Rex figured they’d never seen Ahsoka Tano after winning a battle.

“Rex?” she said.

“Yes, sir?” It came out strangled, and Rex had never been so glad for his helmet in his life. He caught the slight turn of Jace’s head, though he was wearing his helmet too, so fuck only knew what he was thinking.

Ahsoka’s expression was serious. “I wanted to talk to you about a few things, do you think you’ll be free by 1930?”

“More than likely, sir. We’re almost done. Just about to start getting some grub into the men, now.”

“Good. I’ll see you then. My quarters.”

A thrill of adrenaline ran down Rex’s spine. “Yes, sir.”

Jace tilted his head minutely, the universal signal of restrained clone curiosity, but Rex didn’t have anything to say that he wanted shared with the entire battalion. He tore his eyes away from the commander’s retreating form and turned back to the datapads with their continually updating lists. 

The next hour passed twice as slowly as the three hours before it. Rex kept his anticipation tucked beneath his armor as best he could, where it battled with his nerves. She had sounded businesslike in the ready room, enough that Rex was second-guessing his reading of her intentions, but given how he’d left things after the GQ sounded… 

He shook himself. This was a shiny’s behavior, not a decorated veteran’s. If Rex couldn’t hold his emotions at bay long enough to get the job done, it was a sad day for the 501st.

1930 saw him at the commander’s door, helmet tucked under his arm, butterflies in his stomach.

“Come on in,” she said over the command comms channel, and Rex stepped inside.

Her stateroom was about the size of Rex’s, except that she had it to herself instead of sharing with one to two others. Private ‘fresher the size of a postage stamp, a tidy rack, a desk scattered with datapads, and a half-open locker filled with Jedi robes instead of armor.

And Ahsoka, leaning her hip against the edge of her desk.

“How’s Torrent?” she asked.

“Hale and hearty, sir,” Rex replied, heat searing his nerves at the sight of her. “We didn’t see much action, not like the pilots.”

“Good,” she said, and Rex could tell she meant it. She always meant it. She cared for her troops; it was why Rex--

“I thought we might continue our conversation from earlier,” she said, a particular gleam in her eye.

Rex’s mouth went dry. “Our conversation, sir?”

“Yeah.” She pushed off from the desk, and even though Rex stood by the door, half the room between them, he swore he felt some kind of connection between them, electric and humming. Maybe it was the Force; maybe it was just hyperawareness. “You made an argument, then didn’t let me make a counter-argument.”

Rex raised his brows, but his anticipation sharpened, and a certain playfulness he wasn’t used to expressing outside of his brothers. “I can’t recall the nature of this argument, sir. Could you refresh my memory?”

Ahsoka moseyed toward him, the tension between them as slow and heavy as a gravitational pull, until she was standing right before him, mere inches from the jut of his breastplate. She reached up both her strong, calloused hands to cup his cheeks--her fingers were so cool against his skin, Togruta-cool, he couldn’t help his indrawn breath as fire burned down through his chest--as she went up on tiptoes to press a soft, feather-light kiss against his lips.

They were breaking so many regs. Rex had gnawed over all of them in the darkness of his bunk, when his brain decided to spare him his usual round of anxieties for his men and the outcome of an increasingly muddied war. But Ahsoka was confident, and the emotions were unlike anything Rex had experienced--intense, addicting, irresistible. He _couldn’t_ have said no, and he didn’t want to.

“Ring any bells?” Ahsoka said, pulling back.

Rex swallowed, scraping his scattered brain cells back together. “I don’t remember saying it quite like that.”

“I paraphrased.” Her smirk was cocky, and Rex rolled his eyes--an intimacy, he shouldn’t do it, but Ahsoka brought it out in him.

“What--” Rex cleared his throat. “What was your counter-argument?”

“Well, I’ve had time to think about it, and…” The sound of his belt unclipping was like a blastershot.

Rex’s breath caught. “Sir?”

“We’re alone,” Ahsoka said, showing uncertainty for the first time. “You can call me Ahsoka.”

They hadn’t gone this far, before. Just kisses, just hidden touches and heavy glances. Rex’s heartbeat pounded in his ears. “You sure about this?”

Her grin didn’t quite hide her nerves. “I’m game if you are.”

Rex couldn’t find the words, so he bent down, shivering at his own audacity, at the thrill of it, and kissed her. His belt, the kama attached to it, and his blasters clattered against the floor.

“Shit, hold on,” he said, pulling away from her mouth. His lips stung with the memory of her skin, but weapons safety had been ground so deep into his bones it would take a lot more than a kiss to make him disregard his blasters. He put his helmet on her desk, then crouched down to detach the twin holsters from his belt. They went on her desk beside his helmet. He hesitated for a moment longer--he really shouldn’t leave his gear on the floor like this--but Ahsoka’s fingers brushed over his hairline, and he was leaning into her hand, tidiness be damned.

“What’s the trick to the pauldron?” she asked, trailing her fingertips down his neck down to the officer’s pauldron on his shoulder. “It looks easy enough, but that probably means it’s twice as hard.”

“Like this,” Rex said, his voice thick, and popped the magnetic seals. He pulled it over his head and dumped it on the floor with his belt and kama.

“You look like a line trooper, now,” Ahsoka said, mischief in her eyes.

Rex glared up at her. “D’you want this to happen or not?”

She laughed. “Private Rex, reporting for duty.”

That was a tactical error. Rex lunged, hoisting her off her feet as he stood, hauling her over his shoulder like she was a sack of tangaroots.

She squealed, bracing herself against his back. “Put me down!”

“Take it back,” he said, as calmly as he could with the thick muscle of her thigh under his hand, and the spicy smell of her in his nose.

“ _Never_ ,” she said, giggling breathlessly.

Rex bounced her, securing his grip. She was pressed flush against the side of his face, now, the reinforced blastweave of her dress rough against his ear.

“Okay! Okay, I take it back!”

“Say it,” he pressed. “What’s my rank?”

She hesitated a little too long, and he jostled her again--she was so _soft_ , but a pleasant, sturdy weight, fuck he really wanted his armor off.

“Captain! Captain Rex! Not private!”

“That’s more like it.” He tilted forward and let her slide off his shoulder, slowly, so as to let her keep her feet, and she stayed pressed against his front the entire way.

He swore he could feel her, even through heavy plastoid. He _swore_ he could, a phantom pressure, a false-sense so vivid it almost felt like a memory. His skin prickled toward her.

“Hi,” she said, her voice husky, as she looked up at him.

“Hi,” he said back, his voice barely more than a whisper.

Slowly, her eyes on his the whole way, she leaned forward and pressed a kiss against his breastplate. Beneath it, Rex’s heart stopped.

“Ahsoka,” was all he could manage, just her name, a lifeline back to his sense of self. His commander.

“Take off your armor,” she said quietly, her eyes dark and fathomless.

“Yes, sir.”

He could strip down to his blacks and rig back up in under a minute. He knew, because he'd drilled so many times as a cadet he'd had dreams about it. He didn't now, though he could have. He kept his movements measured, so aware of Ahsoka’s attention it was like sunlight against his skin.

He didn't realize he was hard until he loosened the plackart from his cuirass.

Not fully hard, just a semi--all that his cod armor would really allow. It seemed so insignificant, next to the torrent of emotions charging through his veins, but like an injury, once he noticed it, he couldn't stop. His hands shook as he stacked the plates on the floor by her desk.

Ahsoka let out a shaky breath when he turned around, and Rex reflexively looked down at himself. He didn’t--didn’t really know what nonclones found beautiful. Clones had been taught to value sameness. Uniformity. Optimal performance. That was slowly changing with exposure to the outside world; tattoos and creative hairstyles were new and still held a taste of the forbidden. Rex’s blond hair wasn’t a tattoo or an eye-catching paintjob. He’d been the odd man out for as long as he could remember, the anomaly in a sea of dark heads. He performed optimally, but he was far from uniform, and it was hard to shake his insecurities.

Her gaze was intent, weighing. Rex couldn’t guess what conclusion she was reaching. He was just a mutie clone; he could barely believe she’d chosen _him_ out of all his brothers. Why not Shakes, the steadiest trauma surgeon in the 501st? Why not Fives, who was one of the best ARCs Rex had seen outside of the original Alphas? Why not Swoop, who’d been flying with her ever since Ryloth? Why _Rex_?

He felt his hard-on wilting, and his cheeks burned.

“You’re so beautiful,” Ahsoka said, half wonderingly.

“Maybe you should hit up Medical,” Rex said, forcing a crooked smile. “Get your eyes checked.”

Ahsoka rolled them instead, all dramatic exasperation, and leapt at him, trusting to his reflexes to catch her. Which he _did_ , but she wrapped her legs about his waist and her arms about his neck, latching onto his lips, and Rex almost dropped her from sheer surprise. He made a muffled noise against her cheek; she tightened her thighs, and Rex’s brain fuzzed out for a bit.

He had a workman’s knowledge of humanoid female anatomy, which was to say he knew women mostly didn’t have cocks, but instead holes they could be put into. And which babies came out of. He was pretty sure it was the same hole; he wasn’t thinking too clearly, what with Ahsoka pressed against him without armor between them, just the firm give of flesh against flesh, and _fuck_ he was hard again, pressed up against her crotch.

Clones may have been trained to fear difference, but fuck him sideways if he wasn’t dying to know just how different Ahsoka was.

“You’re awfully quiet,” she said against his cheek.

Rex’s hands clenched around her ass before he thought better, but it was apparently all good, because she shivered and went lax in his arms. “Sorry,” he said. He wasn’t sure why, but it seemed like the best thing to say.

“No reason to be sorry,” she said, propping her forehead against his, and raw, shivering heat shot down Rex’s spine. She _had_ to know what that meant. She’d been around clones long enough to know that kisses were well and good, but touching foreheads was a level on its own. He carefully leaned back against the bulkhead, because he wasn’t sure his knees would hold out.

“It’s the first time I’ve… done this,” he managed to say.

Ahsoka snorted, the wash of her breath cool against his face. “I’ve seen the barracks. You expect me to believe that?”

He wanted his glare to be withering, but he doubted it actually was. “With a woman.”

She pulled back a little, and her expression was hard to read. “It’s my first time too,” she said. “With a man.”

Rex swallowed. He shifted his grip around her ass, easing some of the weight off his wrists. “You’ll have to show me what’s good.”

There was a strange new tension in the air: the same tension shinies got right before loading up in the LAAT/is for a battle. Ahsoka settled herself against him again. “You, too,” she said.

Rex wasn’t sure what to expect, next. It was uncharted territory; he knew the lay of the land with his brothers, but Ahsoka was different. She was a Jedi. Rex was used to following her lead, but she wasn’t… doing anything either, just kissing. Nerves crept up his spine, anxious tension fizzing in his muscles. He scarcely knew what he _wanted_. Adequate intel was the prerequisite for any battle plan, and Rex had none.

“Let’s get undressed,” Ahsoka said, _finally_ , and dropped herself back to her feet. Her hands went to the collar of her tunic, and she pried it off, not a shred of hesitation to be seen. Rex was slower, watching, testing the waters. Her lekku brushed the tops of her pecs, curving a little around her breasts. Muscle roped through her arms and legs, but a layer of fat blurred the edges of it--she was softer than a brother, for all that she could take any one of them down to the mats. Her facial markings weren’t her only ones: she had a row of nexu stripes curling over her hips.

He could barely comprehend how strong and immediate his reactions were to looking at her. He’d been around naked bodies all his life, but Ahsoka’s was _better_. The compact size of her frame, the flare of her hips, the sleekness of her muscle, the sway of her breasts as she pulled down her leggings--he was hard enough to throb before she’d finished undressing.

“Like what you see?” she said slyly, raising her arms to flex her muscles at him, and Rex, he was already a gape-mouthed fool, but that sent his cock twitching, too.

“Yeah,” he said in a dried-out voice.

She put her hands on her hips. “Your turn.”

And Rex, who had personally ripped the heads off of no less than six commando droids, promptly lost all of his self-confidence. He couldn’t look at her as he popped the neck seals on his blacks, hyperaware of his body in comparison to hers. Bulky, with an excess of muscle and not enough curves. His and his brothers’ bodies did the job and looked pretty good doing it, but they weren’t half as spectacular as hers.

He couldn’t shake the suspicion that she wouldn’t be all that impressed, either.

He heard Ahsoka’s breath catch. He couldn’t look up. His face was hot enough he was pretty sure he could fry an egg on it, and he concentrated on folding the top of his blacks as tidily as he could. It wasn’t very tidy; his hands were shaking.

She laid a hand against his chest and Rex froze, his top dropping from nerveless fingers. She didn’t say anything; she just looked at him, and then, biting her lower lip, she trailed her fingertips over the stretch marks striping his chest. Her expression, it was something dark, fascinated--yearning? Rex didn’t dare assume, but whatever she was feeling, it eased the hollowness in Rex’s stomach.

Her hand wandered up to his neck, and goosebumps broke out over Rex’s skin.

“You’ve gone pebbly,” Ahsoka said, breaking out in a grin. She looked up at him. “Is that supposed to happen?”

“When it’s cold, or when something feels good,” Rex answered, feeling uneven. He’d forgotten that Togruta didn’t have hair. He looked down at himself. There was a lot of hair, at least compared to Ahsoka, but it wasn’t like he was a Wookiee.

She ran her hands over his shoulders, brushing over the upright little hairs. Her smile grew, sheer delight. “You’re like a plucked nuna,” she said, her smile broad.

Rex tried to scowl, but his nerves were jangling too hard for him to pull it off. “Is it bad?”

Ahsoka stroked over his skin, raising new goosebumps with each pass. “No. I like it.” She grinned mischievously up at him. “It tells me I’m doing this right.”

Cold relief poured through him, and Rex thanked the Little Gods he didn’t really believe in that he hadn't fucked anything up.

Then Ahsoka ran her thumb over his nipple, and thought fled altogether for a brilliant, white-edged moment.

“You liked _that_ ,” Ahsoka said.

“Yeah,” Rex got out. He’d given more speeches and pep talks than he could actually remember, but now, all of a sudden, he couldn’t imagine how to ask her to do it again.

She did it anyway, thank fuck, and Rex shuddered. His cock was _definitely_ interested in this, a little _too_ interested; he’d never live it down if he went off just from a hand on his tit.

Oh, hell, she was using her mouth. Rex tried to say something, anything, but all that came out was an incredulous squeak that Ahsoka Tano, his CO, was sucking on his nipple. It didn’t seem real. 

She pulled off, leaving trailing shivers of sensation in her wake. “You can touch me, too, you know,” she said, nuzzling into his skin.

Rex wasn’t sure he could. He might actually die if he had to lay hand on her, either from overstepping some Jedi boundary he couldn’t see, or because his heart would spontaneously give out. But she wanted it, and he’d been fantasizing about the texture of her skin for what felt like his whole life. He mustered himself and ran a hand up her arm, cautious and hesitant. He hoped his hands weren’t too clammy. She didn’t break out in goosebumps, but her lekku twitched, and she gave a shaky sigh.

“You don’t have to be so gentle,” she said, her eyes slipping closed. “I won’t break.”

“I might,” Rex croaked, before he realized he'd said it out loud.

Her eyes snapped open. “Rex,” she said. Just that, just his name.

Fierfek, he wished they were kissing again. If his mouth was busy then he wouldn’t say stupid things, and she wouldn’t be staring at him like he was something precious when he knew--he _knew_ \--that there were far more precious things in the galaxy than a 250k cred clone soldier with questionable genetics.

“Don’t be embarrassed,” Ahsoka said, cupping the side of his cheek and bringing him down to press their foreheads together. “It was sweet.”

He didn't have any more words, not even bad ones. All he could do was kiss her, because he knew how to do it, and he had to do _something_. The soft noise she made vibrated against his lips, and Rex very rationally concluded he’d singlehandedly rip apart every droid in the galaxy if it meant he could feel it again.

Ahsoka tucked her fingers into the waistband of his leggings. “Do you mind if I…”

She could have asked to tattoo her name on his face and he’d have let her. He slipped his thumb in beside hers and pulled open the gription seals. The quicker he got it over with the better. He’d never cared about his body this much before, beyond how it helped him perform his duty. This, though, this was so far beyond regs that he kept expecting to hear the endex buzzers disqualifying him. He tugged his blacks down his legs (Gods, he was so hairy) and tossed them on his armor.

They were both naked. Rex’s thoughts, already on shaky footing, stumbled to a halt. He stared at Ahsoka’s nipples, swollen and dark and so much larger than his own, before his eyes moved down, to the modest folds at the confluence of her thighs.

A cool hand on his thigh kicked him back to himself. He jerked his eyes up to Ahsoka’s face, ashamed at being caught out staring, but she wasn’t look at his face, she was looking lower. He followed her gaze down, to where his cock jutted out from the thicket of dark blond, almost brown, curls at its base. The weight of her stare was a living thing, and Rex would have started wilting in anxiety had it not been for the livewire press of her hand against his skin. 

“Oh,” she said on a low breath. What did it _mean_?

When she reached out to touch him, Rex’s heart almost stopped. Her cool, dry hand on his shaft, just the _knowledge_ that she was stroking him, too light to get anywhere--the touch Rex distantly remembered from his first explorations with his brothers, back when they were cadets in the throes of puberty. She was treating him _carefully_. The knowledge burned through his chest.

He wanted to return the favor, if she had been a brother he would have, already, but she wasn’t, and he didn’t want to overstep.

As if she’d heard his thought, she seized his hand and pressed it against her crotch.

“Touch me,” she said, looking up at him, pressing him into her, and Rex stood frozen for a solid five seconds, the heat of her seeping into his skin, and she held him in place, rocking against his hand and she was _wet_. She was so horny she was leaking already, and every hair on Rex’s body stood out like a current had been run through him. How close was she? When brothers got half as wet as this, they were usually out of their minds, but Ahsoka didn’t look that blasted.

He moved his fingers, and they slipped _into_ her, into slippery heat. If it hadn’t been for her hand holding him in place, he’d have pulled away in outright shock. She made a soft, throaty sound.

“Bed,” she said.

Rex looked up to meet her gaze, and a full-body shiver ran through him. She looked _hungry_.

She tugged him toward her rack: neatly made, with a messy collage of printed-out holos on the wall beside it. There was one of Jesse, Kix, and Hardcase grinning--Rex’s heart cramped, but he was glad she remembered, that she _cared_ \--and one of himself, half-out of his armor and propped up at his desk like he was working, but dead asleep. Rex winced at that one. His cheek was mashed against his hand, and he looked like a two-year cadet. He was pretty sure Fives took it, which said everything. Still, Ahsoka had it taped by her rack. He had helmet cam footage of her falling off a shaak last time they were on Naboo, though, so turnabout was probably fair play.

She sat down and tugged him down, too. Rex didn’t quite--she wanted him beside her, but it was her _rack_ , it didn’t feel right for him to sit on it. He knelt instead, by her knees. She pushed up on her elbow, a brow raised. “You sure?”

Rex’s balls clenched at the implication. 

He’d sucked off a couple of brothers in his time. Cody in ARC training, and Keeli, back when they were horny batchers trying to scratch an itch. He did it less because he was hungry for dick, not like Fives or Kix could be, but because he loved his brothers, and he was a strong believer in quid pro quo. He’d never looked at a brother’s erection and _burned_ the way he did now, looking at the crease between Ahsoka’s thighs and the slick brown folds pushing out from between.

“Yeah,” he said, his voice barely recognizable. He laid a hand on her knee, an offering and a request all in one.

Her thighs sagged open, an offering and request in return. Her expression, when Rex glanced up to check, was curious. Curious and heated. 

Moisture glistened along the edges of her… lips. (Rex would never be able to look her in the face again.) A shiny, drying trail ran down her thigh, and Rex swallowed. He rubbed his damp fingers together; her slick was drying, getting tacky. He reached up to her other knee and spread them a little farther, shuffling forward. This close he could smell her: musky, but sweeter in a way his brothers weren’t. She lacked the acrid undercurrent of testosterone, and Rex hadn’t even known it was there until it was absent.

He stroked her thighs, working up the courage to touch higher, and stared at her equipment. It looked swollen, flushed dark with blood; it clenched as he watched, and the brown inner folds grew wetter, leaving smears along the outer lips.

“Is staring all you’re going to do?” Ahsoka asked, but her body language wasn’t angry. She was open and loose, watching him watch her, and Rex’s blood was so close to his skin he couldn’t tell what was blush and what was arousal.

“Maybe,” Rex said, digging deep for a cavalier tone. “Why, you want more than that?”

Ahsoka shifted herself, so she was propped less awkwardly against the bulkhead. Rex stared.

“You could--” she bit her lip, her montrals darkening a little. “You could eat me out instead.”

Rex hadn’t heard that kind of uncertainty in her voice since Ryloth, when he’d had to hold an inexperienced, shaken commander’s hand through her first major action. He could scarcely believe it had only been two years. It felt like two lifetimes.

He’d never gone down on a woman, before, but he was more than game to try. He mustered his wobbly courage and reached up to the soft mound above her slit. He rested his palm against it, memorizing the padded give, cool and hairless and so impossibly smooth. All of her was smooth; there was no roughness to her, save maybe her elbows and knees when she was in a scrap. Rex placed a kiss beside her knee, just because he could.

He ran his thumb down over her slit, collecting the wetness against his skin. Her hips rocked up just a little. He was probably teasing, he was barely touching her, careful like he was clearing a booby trap, but his nerves were fraying, and it was either touch her like she was a bomb about to go off or lose his nerve altogether.

Her breathing had deepened, sped up. She liked what he was doing. Rex looked up at her face, to make sure he wasn’t overstepping, but her expression was intent, and when she met his gaze, she nodded.

He was dying to know what was beneath those outer lips. He wanted her to feel good. He wasn’t getting any of that done sitting like a lump, so he lowered his thumb again and spread her open. Not too much, but enough for him to see that her inner folds, brown and wrinkled and softer than anything Rex had ever touched, shaded to a delicate pink the closer to her body they got.

Raw want carved through him, sharp and demanding. He barely knew for _what_ , he was yearning for her and she was right here, right under his hands. He ran his other hand up to her hip, trailing his thumb down the other lip and pulling it aside.

Ahsoka gave a shuddering breath, and the flesh beneath his hands, before his _eyes_ , brown and pink and mottled white, drew tight and throbbed against empty air. Another surge of wetness slicked out of her.

“Little Gods,” Rex whispered, and it was the closest to a prayer he’d ever uttered away from the battlefield. His entire body ached for her, from the soul out. “What am I looking at, here?”

Ahsoka’s head jerked up. “I thought that was obvious.”

“Well, yeah, I mean…” Rex cast her a sheepish glance. “I know I’m looking at your package, but I don’t know what anything _is_.”

“Oh.” Her montrals were _definitely_ darkening in a blush. “Well, what matters for now is _this_ \--” she lowered her fingers between her legs--she was touching herself in front of him, Rex was going to light up like a magnesium flare-- “this little bit here, my clit, and this here, my cunt.”

Rex swallowed. Her cunt was easy enough to see: a slick, pink hole, and Rex knew enough about humanoid reproduction that he couldn’t pull his eyes away for a solid moment. What would she feel like, squeezed around his cock? Heat spread through him like a flashbang, and yeah, he was getting wet, too.

“What’s your clit do?” he asked, though a voice gone raspy.

“It makes me come,” Ahsoka replied simply. She stroked… _something_ as he watched, her abs clenching and her thighs tensing around his shoulders.

He watched, and he noticed the small nubbin, white like her facial markings, poking out from a sheath of skin that almost reminded him of a brother’s foreskin. Just… a lot smaller. He was reaching up to touch before he was aware of making a choice to, running his thumb through the slick coating her skin and sliding up beside her fingers. She twitched violently and let out a high-pitched gasp, and Rex yanked his hand away.

“Don’t _stop_ ,” she almost snapped. “Do that again!”

“Thought I’d hurt you,” Rex mumbled, feeling like a complete idiot.

Ahsoka gave a slow roll of her hips, her lower lip caught in her teeth. “You didn’t. It felt really, _really_ good.”

Her outer lips looked darker, more swollen. Rex shuddered with want, but nerves held him back. He shook himself. He was a captain in the _501st Legion_ , he wasn’t a tank-wet shiny who couldn’t take a calculated risk. He drew himself up, parted her with shaking fingers, and stroked firmly up her core, over the tiny knot of flesh she called her clit. She gave a heavy sigh, almost a moan, and pressed up into his touch.

“Just like that,” she said throatily. “Gentle, then… less gentle.”

He couldn’t have said where the impulse came from, but he leaned forward and replaced his thumb with his tongue. She tasted sharp and musky, like skin and arousal, and heat blasted through him until he broke out in a fine sweat. Her soft gasp thundered in his ears; lust seized hold of him like he’d never felt before, and he scooped up her thighs and opened her up to him as much as he could. Her scent was all around him. He licked delicately at first, still self-conscious, but her _taste_ , somehow cleaner and better than his or his brothers’, drove him on until he was plunging his tongue into her cunt, trying to lap up as much of it as he could.

“Rex,” she said, her voice breathy and taut. “ _Rex_ , oh Force, my clit, please--”

Fuck, she was begging him. Sweaty chills and birdbumps crawled down his spine, the perversity of it rocketing through his entire body, and he sealed his lips around that tiny nubbin and sucked like it was a brother’s cockhead. 

Ahsoka’s entire body went tight, her thighs slipping up onto his shoulders, and only his hands kept her apart enough for him to maintain suction. She relaxed again with a shivering moan, her thighs parting, and she fucked herself up against his face in little twisting thrusts.

“Finger me,” she gasped, one of her hands reaching down to cup the back of his head, clutching in his stubbled hair, and the other pressed against the low ceiling of her rack.

Rex slipped one of his hands around her thigh and toward her slit, and obediently slid one into her hole. She soaked his skin in a heartbeat. She was soft inside, just a shade cooler than hot, and _wet_ , she was so wet, Rex thrust his hips forward in thwarted instinct, and he made a sharp noise when the head of his cock came up against the cold durasteel of her berth. Ahsoka trembled, grinding herself against his chin.

“More,” she said, her voice sounding like three days of shouting over AA fire.

Rex slipped another finger into her, his other hand clenching so hard into her hip he was pretty sure it was gonna bruise, but he needed the handhold, or else he half thought he’d fly away. He felt he heat building low in his belly, his balls were tingling, but that didn’t matter, because Ahsoka was laid out before him. He broke off suction to taste her again, pulling his fingers out of her to suck them dry, chasing the taste of her over his own knuckles, before pushing them back in, and adding in a third for good measure.

“Fuck,” she said, watching him drink down her juices, and Rex fucking _felt_ the gush of fluid over his fingers. “I’m so close, Rex, come on, don’t stop--”

It felt almost like a dream, too impossible to be true, to close to his fantasies to be real. Only the ache in his knees, and the scratches she laid over his scalp, which sent trembling shudders through him, convinced it could possibly be real. That, and her taste on his tongue, her swollen flesh against his lips, her sharp noises of pleasure in his ears. He sucked on her clit until he was dizzy, thrusting his fingers gently into her--he wasn’t sure how good that felt, other than that she had asked for it, but she’d also said it was her clit that made her come--

And then all thoughts drained out of his mind when she tightened up, one muscle group after another, like a wave, her abs standing out in sweaty relief as she clenched down on his fingers, on the _inside_.

“Rex!”

He could _feel_ her coming, her inner muscles squeezing his fingers and fluttering, and that was it, Rex’s hips locked forward and he was coming too, untouched against her bunk. The world whited out. 

When he came back to himself, he’d pressed his forehead against her stomach, and she was brushing a hand back and forth over his short-cropped hair, one of her legs still draped over his shoulder. He loosened his grip from her thigh, and slid his fingers out of her body--she was so wet, it was everywhere, slicking down his wrist, coating his face, and her smell was everywhere, like she’d saturated the air itself. He breathed against her skin, grounding himself. He hadn’t come that hard without a hand on him since he was in single digits.

“We’re definitely doing this again,” Ahsoka said, and Rex nodded against her, spent.

***

END


End file.
